3R PETROLEUM ÓLEO E GÁS S.A. (“Company”), informs its shareholders, investors and the market in general that, on this date, its wholly-owned subsidiary 3R Lux, a private limited liability company (société à responsabilité limitée) formed under the laws of Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des sociétés, Luxembourg) under number B-268764 (“Borrower”), entered into a financing transaction with financial institutions and the lead arranger Morgan Stanley Senior Funding Inc., as lenders, in an committed amount of US$ 500,000,000.00 (five hundred million dollars) (“Financing”), by means of the execution of a “Credit and Guarantee Agreement” entered into by and among the Borrower, the lenders, the Company and certain subsidiaries of the Company, UMB Bank, N.A., as administrative agent, and TMF Group New York LLC, as collateral agent (“Credit Agreement”), which will be guaranteed (garantia fidejussória) by the Company and certain subsidiaries of the Company, and will be secured by certain (i) receivables, (ii) shares, and (iii) concessions emerging rights of certain subsidiaries of the Company.
The financial institutions, led by Morgan Stanley Senior Funding Inc. are: Banco do Brasil SA; Citibank N/A; Deutsche Bank AG; HSBC México, S.A.; Itau BBA International plc; and Banco Santander (Brasil) S.A.
The Financing shall mature within 54 to 60 months from the date hereof and provide for an interest rate, starting on the disbursement date, corresponding to the reference rate SOFR plus 6.25% per annum, the latter may vary in accordance with certain conditions set forth in the Credit Agreement. The proceeds from the Financing shall be mainly directed to the consummation of the acquisition of the Potiguar Cluster, an upstream (oil and gas producing fields) and mid & downstream (private use terminal, refinery, and storage) assets, located in the Potiguar Basin, in the state do Rio Grande do Norte and currently owned and operated by Petróleo Brasileiro S.A. – Petrobras.
Additionally, it is worth noting that: (i) until the consummation of the acquisition of the Potiguar Cluster, the Company will pay a ticking fee lower than the interest rate to be charged after the Financing has been disbursed; and (ii) the disbursement of the Financing is subject to compliance with usual conditions precedent for similar operations in the market and set forth in the Loan Agreement.
Finally, 3R reinforces its commitment to keep its shareholders, investors, and the market in general duly informed, in line with the best corporate governance practices and in strict compliance with current legislation.